46.4  Compliance and duty to co-operate

If the Authority exercises the Termination Option or the Expiry Option

(a)  the Contractor shall comply with the Authority's reasonable directions regarding the Assets (which directions shall in the case of the Leases comply with the provisions of clause 46.1 (Assets)) as set out in the Termination Notice or the Expiry Option Notice (as the case may be) and shall carry out all necessary acts (including entering into any contracts) at its own cost to ensure that its rights, title and interest in and to the Assets are transferred, assigned or surrendered to the Authority or to another entity at the time and as provided for in clause 46.1 (Assets and Transition to the Authority or to another contractor).

(b)  during the period of any Termination Notice in the case of the Termination Option and during the final [nine (9)] months of the Contract Period in the case of the Expiry Option, and in either case for a period of three (3) months thereafter, the Contractor shall co-operate fully with the transfer of responsibility for Services (or any of the Works and/or Services) to the Authority or to such other contractor, of such works and/or services the same or similar to the Works and/or Services and as the case may require with the transfer of responsibility for the Tenants, and for the purposes of this clause 46.4(b) the meaning of the term "co-operate" shall include:

(i)  liaising with the Authority and/or any such contractor, and providing reasonable assistance and advice concerning the Works and/or Services and their transfer to the Authority or to such other contractor;

(ii)  allowing the Authority or such other contractor access (at reasonable times and on reasonable notice) to the Sites and Dwellings but not so as to interfere with or impede the provision of the Works and/or Services;

(iii)  (without prejudice to the obligations of the Contractor pursuant to clause 31.10 (Operating Manual)) providing to the Authority and/or to such other contractor all and any information concerning the Dwellings, Sites, Works and/or the Services and the Tenants and Tenancy Agreements which is reasonably required for the efficient transfer of responsibility for their performance; and

(iv)  doing all necessary acts (including entering into any contracts) to ensure that the Authority and/or such other contractor obtains all of its right, title and interest in and to the Assets with effect on and from the Termination Date or the Expiry Date.

(c)  the Contractor shall use all reasonable endeavours so as to facilitate the smooth transfer of such responsibility and the Contractor shall take no action at any time during the Contract Period or thereafter which is calculated or intended, directly or indirectly, to prejudice or frustrate or make more difficult such transfer.